Back in Autobot City, Perceptor noticed smoke from the mountains and quickly transformed into his telescope mode and saw Megatron and his Decepticon army heading straight to the city. He quickly notified Ultra Magnus and the others as they rushed over to him. "Ultra Magnus, a cursory evaluation of Decepticon capabilities indicates a distinct tactical deficiency."

"In other words Perceptor," the Autobot commander told him.

"We're outnumbered," Springer yelled as he opened fire at Starscream, causing the Decepticon to fly down and fire at the group of Autobots as they took cover.

Ultra Magnus got up and regrouped with the others and ordered their defenses. "Springer, you and Arcee transform Autobot City. Perceptor, tell Blaster to radio Prime for reinforcements. Prowl, gather others to defend the medical team. This is going to be a deadly battle and we need them to aid the wounded."

Blurr rushed in front of his commander and asked at a fast pace, "What-about me-Magnus-what-about me, Mmha...Mmha... I-can-help-I wanna-help-what-about-me?"

"Blurr, you can help me alert the others."

"Absolutely-positively-definitely-nobody-can-get-the-job-done-faster-than-I-can, nobody-nobody-nobody."

Ultra Magnus and the others transform and prepare their defenses while Springer and Arcee head off to transform the city. "Come on Arcee," the Wrecker shouts at her. "Let's go!"

"But Hot Rod and Kup are still outside the city," Arcee told him as she magnified her vision to see the two Autobots being blasted by Thundercracker and Skywarp.

"We can't wait! They'll have to take care of themselves! Now come on!" Springer grabs her by the arm and pulls her to transform the city. Arcee set off the alarms to alert every Autobot about the upcoming attack of the Decepticons.

Meanwhile, a group of Autobots transforms and heads off to set up defenses. "Decepticons," Brawn said to the others. "What are they doing here?"

"You know, Brawn," Smokescreen told him. "Big ugly metal freaks who want to melt us into scrap."

"I know who they are, Smoke! Just wondering how they managed to get here without being detected!"

"I wanna know too after we take them down," Swerve said.

Arcee and Springer manage to transform the city to defense mode as they both rush to the weapon system until they're getting fired at by Starscream. "PATHETIC FOOLS," the treacherous Seeker yelled as he's blasting them both. "THERE IS NO ESCAPE!!!" The two Autobots finally entered inside Autobot City. The Decepticon realized that his opponents had escaped him and the shutter above him was about to close, he quickly tried to fly out. Unfortunately, one of his feet got caught underneath the transforming device of the city. With no other alternate method, Starscream had to blast his foot to free himself before the shutter above his head sealed completely. "AHHH!! MY FOOT!!"

In the air, Jetfire, Powerglide, and the Aerialbots flew in to attack the Decepticons, providing the Autobots enough time to seek cover. "Come on, Autobots," Jetfire told them. "Let's drive these Cons out of Earth and defend the city! Looks like it's a perfect time to test out this new armor Wheeljack and Perceptor made for me!"

Megatron tried to avoid their blasts as he was trying to take down their air commander. "Jetfire," the leader of the Decepticons yelled. "This is the day you finally die!"

Jetfire transforms and kicks the tyrant in the chest before pulling out his heavy blaster to fire at the Decepticons. "That'll never happen, Megatron!"

Finally, Arcee and Springer manage to set up the defenses as the weapons of the city begin to transform. The rest of the civilians managed to rush into the city as they're being blasted by the Decepticons. When the entrances were sealed, Megatron and his henchmen were blasting at the walls but to no effect.

"Breach their defenses," Megatron yelled as the Predacons transformed into their beast forms charging at the last remaining entrance while it's being shut. Sideswipe and the others, who just made it to the city, tried their best to hold them back. Huffer was sent back crashing into Bluestreak by Headstrong. Sideswipe was blasting at Razorclaw until Divebomb picked him up and tossed him at Hound.

The Predacons almost made it inside until the bridge was destroyed by Jetfire cannons and missiles, sending the beasts to fall. The Autobots waved thanks to their ally before the entrance was sealed. Unfortunately, Shrapnel and Ransack now just arrived at the city and eaten up the sealed defense door.

"Delicious, eh Shrap-mate," Ransack cheers as he's devouring the metal surface.

"A little heavy on the electrons," Shrapnel told him.

Kup and Hot Rod were now approaching the semi-gap between the entrance and the destroyed bridge as the two Insecticons almost made it inside. "The Insecticons are in our way," Kup yelled.

"Wrong! They're our way in," Hot Rod shouted as he knocked Ransack on the bridge and Shrapnel on his back. Ransack almost climbed onto the bridge until Kup crushed his head with his wheels. The old Autobot knocked the other Insecticon off the edge before the entrance was double sealed.

The Decepticons start to dive down and blast at the city while the Autobots who can fly fight them off and the ones on the ground try to blast them down. Mirage and Trailbreaker were blasting on a walkway as it's transforming. The two were about to regroup with the others until Mirage spotted the Insecticon, Barrage, heading his way. The Autobot took cover and blasted the Decepticon in the back, sending him crashing.

Trailbreaker saw Megatron aiming his cannon at Mirage and immediately formed a force shield in front of his friend from the blast, sending them both falling off the walkway. The tall Autobot helps his friend up as they're taking cover. "Thanks for saving me, Trail," Mirage told his friend.

"You can thank me after we win this battle," Trailbreaker told him as they both transformed and drove away.

In the weaponry wards, Ultra Magnus, Sideswipe, and Wheeljack gathered as many weapons to hand out to other Autobots while Hot Rod and Kup arrived. When the two transform, Daniel runs off somewhere to hide while the Autobot commander talks to them, "Hot Rod! Kup! I'm glad you both made it back safely!"

"Glad to be here, sir," Hot Rod told him. "Where do you want me?!"

"I want you and Kup to escort the wounded to the medical center while the others and I will hold off Megatron and the Decepticons!"

"What?! But I can help-"

"You heard him," Kup told the young Autobot as he pulled his arm. "We have to get the wounded to Ratchet and Red Alert!" The two transformed and drove off.

Ultra Magnus gathered those who can fight together and role call them all: "Springer, Blurr, Arcee, Wheeljack, Sideswipe, Bluestreak, Brawn, Huffer, Tracks, Hound, Windcharger, Pipes, Swerve, Tailgate, Camshaft, Overdrive, Downshift!"

"We're going to the battlefield! Jetfire and the others are taking heavy fire from the Decepticons! We need to hold them back long enough for the Aerialbots to make it back to the medical center. We need them in top shape if we want to make a last stand."

"What about survivors," Arcee asked.

"If any of you spots any injured Autobots, try your best to get them to safety. No matter what, Autobot City must not fall! Now, like Optimus Prime said, transform and roll out!" Ultra Magnus transforms into his truck mode as Arcee, Wheeljack, Sideswipe, and Bluestreak transform aboard his trailer while the rest follows their commander into the battlefield.

When they exited, they found Jetfire and the Aerialbots are being outgunned by the Decepticons as they're holding their ground. "Come on Autobots," Jetfire told them as he's firing. "Push the Decepticons back!"

"Hang on Jetfire," the Autobot commander shouted. "Reinforcement is here!"

Suddenly, Headstrong and Tantrum knocked Magnus's trailer over, sending the other onboard flying. Ultra Magnus transforms and blasts the two Predacons away as the Autobots charge in and fight back. The heroic Autobots tried their best to blast at the flying Decepticons while taking cover from their deadly attacks. The Autobots begin firing at the Decepticons with the city weapon system aiding them.

Ultra Magnus and Jetfire both firing at the Decepticons with each other back to back. Windcharger and Huffer both seek cover while blasting at the Decepticons. Sideswipe, Bluestreak, and Wheeljack seek cover and all fire at the Seekers. Arcee climbs on top of a structure and begins sniping down Insecticons and Seekers.

Springer and Tracks both transform into their flying mode and begin firing at the Seekers. The Omnibots cover fire Brawn, Pipes, and Hound as the three Autobots carry Swerve and Tailgate to safety. Sideswipe was trying to get to Windcharger until he was knocked over by Motormaster. The Decepticon was about to kill him until he was blasted away by Mirage and Trailbreaker as the two rushed over and aided their friends.

"Mirage," Sideswipe shouts as his friend while they're back to backfiring at the Decepticons. "I was afraid you didn't make it, pal! You didn't show up with me and the others at the weaponry."

"Sorry to worry you, buddy," Mirage said to him as he's firing his blaster. "I was about to kick the bucket until Trailbreaker saved me."

"Jetfire," Ultra Magnus shouted as he kept firing the Decepticons. "We need to get the Aerialbots to the medical center! We need to get them patched up!"

"We'll need to cover them from these darn Decepticons," Jetfire yelled. "I'll try my best to hold them off in the sky! This invention Wheeljack made should have enough firepower to take them down!"

Windcharger and Huffer both take cover while they're being blasted by the Coneheads and the Battlechargers. Omnibots fired on the Decepticons, taking down Runabout and Thurst temporarily, and signaled the two to rush over to them to seek cover. "Come on! Let's go," Huffer yelled as he rushed to the others.

Suddenly, Headstrong transforms into his beast form and charges at the Autobot. "Huffer," Windcharger alerted his friend. "Look out!"

Huffer was shocked by the charging Predacon. He begins heading straight to the Decepticon and throws his fist at his face, taking down the rhino with one punch. "Ha! How do you like that, Decepti-creep!"

Megatron saw what happened and became enraged. "Darn you fool," he yelled. "Got beaten by a pathetic Autobot! Let me show you how it's done!" He blasted his cannon at the Autobot, blowing him to pieces.

"HUFFER NO," Windcharger cried as he rushed over to his friend.

"Windcharger looks out," Camshaft cried. Starscream and the Seekers landed and fired their blasters at the tiny Autobot, only one blast went through his chest killing him. "WINDCHARGER!!!"

"Damn you, Decepticons," Brawn yelled as he transformed and rammed into Thundercracker. The small yet strong Autobot picked up the Seeker and threw him at Skywarp and Acid Storm.

Suddenly, Megatron blasted the small Autobot at his shoulder. He landed in front of Brawn and aimed at him. "This is for using my weapon against me, you scrapheap," the mad leader yelled as he's charging his cannon.

Wheeljack immediately transforms and drives straight at Megatron. "Have some free bombs, Megatron," the inventor shouted as he drift over as he open his door to release multiple bombs at the Decepticon, sending him flying.

"Th-Thank you, Wheeljack," Brawn said as he slowly picked himself up.

"No problem. Are you going to be okay?"

"Yeah. I'll live."

Bluestreak waved his hand at his two friends while Wheeljack carefully carried Windcharger's deceased body. "Brawn! Wheeljack! Over here," the Autobot yelled.

Suddenly, Brawl landed behind the Autobot and transformed into his tank mode. "Bluestreak! Behind you," Wheeljack warns him. Sadly, the Combaticon fired his cannon at Bluestreak, blasting straight through his chest killing him. "BLUESTREAK!!!"

Shockwave caught the Autobots distracted by their friend's death and blasted Wheeljack from behind. "No," Sideswipe cried as he and Mirage rushed over to their friend and blasted the one-eyed Decepticon away. "Wheeljack!"

"I'm alright," the Autobot inventor calms his friends while Trailbreaker rushes over and forms a force shield to cover them. "I'm… I'm fine…"

"We need to get you to Ratchet-"

Suddenly, the Decepticons' blasts rain upon the Autobots, causing them to flee and separate from each other. Ultra Magnus, Jetfire, and Omnibots are providing cover fire for the Aerialbots and the wounded to escape. Blurr rushes over at fast speed to blast multiple Decepticons from behind. "Autobots," the Autobot commander shouts while he's returning fire. "Retreat! Head to the medical center! We must defend it at all costs!"

Meanwhile, at the medical center, Ratchet, Red Alert, and the Protectobots attend to the wounded while Prowl and the other Autobots defend the area. "Those could use a hand out there," Inferno told them. "We need to help them!"

"We must defend this area at all cost," Prowl told him. "We have to hold this line until we drive the Decepticons out of Autobot City!"

"He's right, Inferno," Red Alert agreed. "The wounded and the civilians must be defended no matter what!"

Suddenly, they all heard running tires heading towards their location as they took their arm. "It must be the Stunticons," Hoist alerted them. "Look sharp!"

Then, Hot Rod and Kup arrived at the center with civilians and wounded right behind them. "Stand down," Smokescreen shouted. "It's just Hot Rod and Kup."

The two Autobots transform and head to Ratchet. "We got more patients for you, doc," Kup told the Autobot doctor.

"This is getting out of hand," Ratchet said as he aided the wounded Beachcomber. "I can't believe the Decepticons manage to attack our city right under our noses."

"If only Optimus Prime was here," Red Alert said as he patched up Cosmos. "Then, maybe we might have a chance of winning this battle."

"I'm sorry to say this guys but maybe Optimus might not make it in time to help us," Hot Rod told everyone.

"Hot Rod-"

"I'm sorry Kup but look at what's happening out there! I'm afraid he might not be able to save us in time. Besides, we have to take care of ourselves now! We're Autobots! We'll show these Decepticons what happens if they attack our home!"

"Hot Rod is right," Prowl agreed. "We can't stay here and wait for reinforcements to save us. We have to take a stand and drive those Cons out of our city! Now, who's with us?!" The Autobots who guard the medical center cheered. "Alright, everyone! Gear up! Let's go help Magnus and push Megatron and his goons out of Autobot City!"

As every Autobot grabs their weapons and heads off, the Protectobots take their blasters and go with them, causing Red Alert to be concerned. "Hot Spot?! What are you doing?!"

"We're going to help them out," Hot Spot responded.

"But we need you here!"

"But they do need field medics out in the battlefield," Streetwise told him. "Plus, they need all the help they can get." The Protectobots head off with Hot Rod and the other Autobots.

Ratchet looks over at Red Alert and tells him, "You should go with them, Red. They'll need more medics out there."

"I'm perfectly fine here, Ratchet," Red Alert responded. "Plus, you'll need more help around."

"I'll be perfect around here. I was the best doctor in Cybertron. I'll hold down the fort. You go out there and help them."

"I can't believe I'm doing this!" Red Alert finally agreed as he took up his blaster and headed off with the others.

At the communication defense tower, Blaster operated a cannon as he blasted down flying Decepticons, which he took down Sunstorm. "Look out, it shouts, oow," Blaster cheered as he kept blasting. Perceptor enters the tower, which brings more joy to his best friend. "Hey, Perceptor, what's shaking other than this fortress?"

"Blaster," Perceptor informed his best friend. "Ultra Magnus sends an order to contact Optimus Prime on Moon Base One."

"Alright! Cover your receptors, Perceptor!" Blaster switched the tower defense into a transmission setting as he transformed into his radio mode on his chair to radio out to Optimus Prime. "Optimus Prime, do you read me?! The Decepticons are blitzing Autobot City! We're really taking a pounding! Don't know how much longer we can hold out."

Ultra Magnus and the other Autobots were holding their ground as the Decepticons were blasting back at them. Suddenly, Megatron noticed the tower and realized what the Autobots were doing as he immediately ordered Soundwave to take out the transmission. "Soundwave," the Decepticon yelled, "jam that transmission!"

Soundwave rushes over and releases his mini-cassettes as he calls them each by names, "Rumble, Frenzy, Ravage, Ratbat eject. Operation interference."

The Decepticons' mini-cassettes transformed and landed on top of the tower to cut off Blaster's transmission as Rumble and Frenzy wrecked out the satellite dish. "First we crack the shell," Rumble laughs as he's destroying the glass with his pilling arms, "then we crack the nuts inside."

Once the hole was large enough, the mini-cassettes all jumped down and attacked Perceptor as the Autobot was struggling. "Run Blaster," the scientist cried. "Save yourself!"

"No way! Two can play," Blaster told him as he kicked Ravage away from him. "Sic 'em!" The radio Autobot ejected out his mini-cassettes: Steeljaw, Ramhorn, Eject, and Rewind to join the battle. Now, it was the Decepticons mini-cassettes versus the Autobots mini-cassettes as Blaster and Perceptor took their relief.

"Thank you. Do you think you got through to Prime?"

"Let's hope so. Cause if I didn't, we're all gonna look like burnt-out toaster ovens."

Meanwhile, on Autobot Moon Base One, Optimus Prime was talking to Elita-One on his monitor while the other Autobots were checking on the security system. "I can't stand being on this moon anymore," Cliffjumper whines. "What's taking Ironhide so darn long with those energon?"

"Calm down Cliff," Jazz calmed his best friend down. "For all, we know Iron is on his way back here with a fresh load of energon cubes. He could be back any second now."

"Still, should it take him that long to gather that much energon? I'm sure that old-timer forgot where Autobot City is."

"Oh come on Cliff," Sunstreaker laughs. "It isn't that hard to find that big city. It's a gigantic city, home for the Autobots. You can't miss it."

"I shared your concerns," Optimus told them. "It's odd that Ironhide is taking very long to return from Autobot City. It's unlike him to be behind on schedule. I sense there's something's not right."

"Have you received any calls from Autobot City lately," Elita One asked him through the monitor. "Any words from Ultra Magnus or Ironhide?"

"No… and that also concerns me."

Suddenly, Jazz's computer starts beeping repeatedly as he alerts his leader, "Yo Prime. We just received a message from Autobot City."

"Play it through, Jazz," Optimus told him.

Jazz plays the message:

"Optimus Prime, do you read me?! The Decepticons are blitzing Autobot City! We're really taking-"

The message went into static. "Blaster," Jazz cried out.

"The Decepticons are attacking Autobot City," Sunstreaker shocked.

"I should've known that Megatron would pull a deadly tactic like this," Optimus said.

"How the heck did the Decepticons get all the way to Earth," Cliffjumper enraged. "Our scanners didn't pick up any Decepticon transports leaving Cybertron!"

"Wait… we sent Ironhide and the others to pick up supplies at Autobot City… no… they wouldn't…"

"Are you saying that the Decepticons hijack their shuttle?!"

"But what happened to Ironhide and the others," Jazz is concerned. "Do you think the Cons-"

"We don't know for sure," Optimus cut him off. "What's more important is we must stop the Decepticons immediately. Sunstreaker, I want you to gather the Dinobots and prepare a shuttle for us."

"You got it Prime," Sunstreaker said as he transformed and drove off.

"Jazz, you're in charge of Moon Base One for now. Keep me posted if the Decepticons send any reinforcements."

"Understood Prime," Jazz nodded.

"Come on Prime," Cliffjumper yelled. "Take us with you! You need all the help you can get-"

"There's no time to argue," Optimus told the short Autobot. "I need Autobots to be stationed on this base in case of any emergencies. Understood?"

"Oh… okay Optimus."

Optimus Prime rushes to his monitor and contacts Sky Lynx and the Wreckers. "Optimus Prime," Sky Lynx talks to his leader. "Are we ready for the assault?"

"Change of plans, Sky Lynx," Optimus told him. "The assault is off."

"What," Roadbuster shouts confused. "Oh come on Prime! We planned months for this! You can't call it off!"

"Calm down, Roadbuster," Whirl calms his best friend down. "I'm sure Optimus Prime has a perfect excuse for it."

"I want all of you to go to Autobot City immediately," Optimus ordered them.

"Wow. That's a horrible excuse."

"Go to Autobot City," Twin Twist confused. "Are you joking Prime-"

"Please listen! The Decepticons launch a full-scale assault on the city. Ultra Magnus and the others need reinforcement immediately."

"How come you didn't say so," Whirl asked.

"Don't worry Optimus," Topspin told him. "You can count on us. We'll be there to help them out."

"Finally," Roadbuster yelled. "I'm itching to take down Decepti-creeps!"

"I'll arrive there soon in a shuttle with the Dinobots," Optimus informs them. "Try your best to hold them off before we arrive."

"Understood Optimus," Sky Lynx acknowledged as he flew the Wreckers to Earth at full speed.

"Good. I'll see you soon. I just hope that we're not too late to stop Megatron. Please hold on, Autobot City. Help is on the way."